SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): October 3, 2007
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-26057
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82-0507874
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15
Schoen
Place, Pittsford, New York 14534
(Address
of principal executive offices) (Zip Code)
Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 3, 2007, Michael L. Weiner, the Company's President and a member of
the
Board of Directors, tendered his resignation from those positions effective
immediately and simultaneously entered into a Severance and Covenants Agreement
with the Company.
Item
7.01 Regulation
FD Disclosure.
On
October 8, 2007, the Company announced the resignation of Michael L. Weiner
as
President and a member of the Board of Directors. A copy of the press release
that discusses this matter is attached hereto as Exhibit 99.1 and is
incorporated by reference in this Item 7.01. In accordance with
Regulation FD, this current report is being filed to publicly disclose all
information that was provided in the press release. This report under
Item 7.01 is not deemed an admission as to the materiality of any
information in this report that is required to be disclosed solely by
Regulation FD.
Item
9.01 Exhibits.
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Exhibit
Number
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Description
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10.1
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Severance
and Covenants Agreement dated October 3, 2007
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99.1
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Press
Release of Biophan Technologies, Inc. dated October 8,
2007
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BIOPHAN
TECHNOLOGIES, INC.
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| Dated:
October 8, 2007 |
By: |
/s/
John
F. Lanzafame |
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Name:
John F. Lanzafame
Title:
Chief Executive Officer
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